AMENDMENT TO THE

                    AMBASE SUPPLEMENTAL RETIREMENT PLAN

      (Amendment Number 1 to the May 19, 1989 Amendment and Restatement)



     WHEREAS,   AmBase   Corporation   (the  "Company")   maintains  the  AmBase
Supplemental Retirement Plan (the "Plan"); and WHEREAS,  Section 7.1 of the Plan
provides that the Company's Board of Directors (the "Board") may amend or modify
the Plan from time to time,  provided that no such action shall adversely affect
the vested benefit  thereunder of any then participant in the Plan; and WHEREAS,
the Board now desires to amend the Plan in certain respects,  to provide for (A)
the lump-sum payment to Richard A. Bianco,  the sole participant in the Plan, of
his vested accrued benefit under the Plan, to be calculated as of and paid on or
about May 31, 2007,  the  scheduled  expiration  date of his current  employment
agreement  with the Company,  in  consideration  for his agreement to extend his
term of employment  with the Company for an additional five years beyond May 31,
2007, and (B) the  termination of the Plan on or about May 31, 2007  immediately
following  the  payment of the  lump-sum  referred  to in clause (A) above;  NOW
THEREFORE,  the Plan is hereby  amended as follows:  FIRST: A New Section 3.9 is
hereby  added to the Plan,  to read in its  entirety  as  follows:

     FIRST: A new Section 3.9.  Special May 31, 2007 Lump-Sum Payment to Richard
A. Bianco.  Notwithstanding anything in the Plan to the contrary,  including but
not  limited to the  provisions  of Section  2.8 and  Section 3,  provided  that
Richard A. Bianco  ("Bianco") has not  voluntarily  resigned his employment with
the  Company or been  terminated  by the  Company  for cause (as  defined in the
currently effective  Employment  Agreement between the Company and Bianco) prior
to May 31,  2007 (the  "Scheduled  Payment  Date"),  on or about  the  Scheduled
Payment  Date,  Bianco  shall  receive the  Actuarial  Equivalent  of his Normal
Supplemental Retirement Benefit (determined on the basis of his Credited Service
as of the Scheduled Payment Date and,  notwithstanding  anything to the contrary
contained in Section 2.8, his Final Average Earnings as of December 31, 2004) in
a cash lump-sum  payment.  For purposes of determining the Actuarial  Equivalent
lump-sum amount for purposes of the immediately  preceding sentence,  a discount
rate of 5.75% and the  RP-2000  (projected  to 2004)  mortality  table  shall be
utilized."

     SECOND:  a new  Section  7.3 is hereby  added to the  Plan,  to read in its
entirety as follows:  "Section 7.3 Scheduled  Termination  of Plan.  Immediately
following the payment of the lump-sum referred to in Section 3.9, the Plan shall
automatically thereupon terminate."

     THIRD:  The amendments set forth in Paragraphs FIRST and SECOND above shall
be  effective  as of March  30,  2006,  with no other  change  or  modification.
Pursuant to the authority  delegated to it by the Board, the Company's Personnel
Committee hereby adopts this Amendment. AMBASE CORPORATION PERSONNEL COMMITTEE



/s/ Philip M. Halpern                     /s/ Savatore Trani
-------------------------------------     -----------------------------------
Philip M. Halpern, Committee Co-Chair     Salvatore Trani, Committee Co-Chair
Date:  March 30, 2006                     Date:  March 30, 2006



/s/ Robert E. Long
-------------------------------------
Robert E. Long, Committee Member
Date:  March 30, 2006